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BURSA DE VALORI BUCURESTI SA - BVB

OGSM & EGSM resolutions of April 29, 2020

Release Date: 4/29/2020 2:40:05 PM

IRIS Code: CEA98

                                                                                                                                                                                                                                                                                                                                                                          No. 2417 /29.04.2020

To:        Financial Supervisory Authority                                         

Fax: 021- 659.60.51

Bucharest Stock Exchange

Fax: 021-256.92.76

 

CURRENT REPORT

according to Law no. 24/2017 on issuers of financial instruments and market operations and Regulation no. 5/2018 on issuers of financial instruments and market operations

 

Date of report: 29.04.2020

Name of issuer: Bursa de Valori Bucuresti S.A.

Registered office: 34-36 Carol I Blvd, 13-14 floors, district 2, Bucharest, postal code 020922

Telephone/fax number: + 40 21 3079500; + 40 21 3079519

Sole registration number with the Trade Register Office: 17777754

Trade Register number: J40/12328/2005

Share capital: RON 80,492,460

Regulated market on which the issued securities are traded: Bucharest Stock Exchange, Premium Tier

 

 

Important events to be reported: Current report regarding the Resolutions adopted by the Ordinary and Extraordinary General Meetings of Shareholders held on April 29, 2020 (first convening)

 

On April 29, 2020, the Ordinary General Meeting of Shareholders (“OGMS”) and the Extraordinary General Meeting of Shareholders (“EGMS”) of the Company Bucharest Stock Exchange (hereinafter referred to as “The Company”), were held, in the first convening, in Bucharest, 2nd District, 34-36 Carol I Bd., 2nd floor, Millenium Hall, starting with 10:00 a.m. (OGMS), respectively starting with 13:07 p.m. (EGMS), for all the shareholders registered in the Company Shareholders’ Registry held by Depozitarul Central S.A., Bucharest, at the end of April 10,2020, considered Reference Date for both meetings.

 

According to the provisions of The Bucharest Stock Exchange Articles of Incorporation, the convening notice of the Ordinary and Extraordinary General Meetings of Shareholders was published in the Official Gazette - Part IV no. 1062 of March 18, 2020 and in the newspaper Romania Libera, edition of March 18, 2020, as well as on the website of the Company in the Investor Relations Section/General Meetings of Shareholders.

 

Following debates, the Ordinary General Meeting of Shareholders adopted the following resolutions:

 

RESOLUTION NO. 1

Article. 1 Approves with the unanimity of the expressed votes, the annual individual and consolidated financial statements of the Company for the financial year of 2019 and drafted according to the International Financial Reporting Standards, based on the Report of administrators and the Report of financial auditor of the Company.

 

RESOLUTION NO. 2         

Article. 1 Approves with the unanimity of the expressed votes, the distribution of Company statutory net profit achieved in 2019, amounting RON 6,962,791, as follows: the disbursement of RON 403,334 for legal reserve and distribution of RON 6,559,457 as dividends.

 

RESOLUTION NO. 3         

Article 1. Approves with the unanimity of the secretly expressed votes, to discharge of liability the Company administrators for their activity carried out during the financial year 2019, based on the presented reports.

 

RESOLUTION NO. 4

Article 1. Approves with the majority of the expressed votes, the remunerations of the Company administrators for 2020 amounting RON 3,700 net/month/member, the general limits of the additional remunerations for Company administrators and the recompensation for 2019 of the administrators having a valid mandate during 2019, according to the Annex.

 

RESOLUTION NO. 5

Article 1. Approves with the unanimity of the expressed votes, the Company Budget and business plan for 2020.

 

RESOLUTION NO. 6

Article 1. Approves with the unanimity of the secretly expressed votes, MAZARS ROMANIA S.R.L. as the financial auditor of the Company for a financial statements of 2020 and 2021.  

 

RESOLUTION NO. 7

Article 1. Approves with the unanimity of the expressed votes, the date of: (i) 19.05.2020 as Registration Date, according to art. 86 (1) of the Law no. 24/2017; (ii) 18.05.2020 as the “ex-date”, according to art. 2, letter l) from the Regulation no. 5/2018; (iii) 05.06.2020 as the Payment Date, according to art. 86 (2) of the Law no. 24/2017, art. 2, para. 2 letter h) and art. 178  of the Regulation no. 5/2018.

RESOLUTION NO. 8

Article 1. Approves with the unanimity of the expressed votes, to empower the Chief Executive Officer of the Company, Mr. Adrian Tanase, respectively the Deputy Chief Executive Officer of the Company, Mr. Marius - Alin Barbu, with the right to delegate the powers, to: (i) execute and/or sign, on behalf of the Company and/or of the Company’s shareholders: the resolutions of the present Ordinary General Meeting of Shareholders, any and all the decisions, documents, applications, forms and requests adopted/prepared in order to or for the execution of the resolutions of the present Ordinary General Meeting of Shareholders, in relation with any natural or legal person, private or public and to (ii) fulfill all the legal formalities for implementation, registration, publicity, opposability, execution and publishing of the resolutions made.

 

Following debates the Extraordinary General Meeting of Shareholders adopted the following resolutions:

 

RESOLUTION NO. 1

Article 1. With the unanimity of votes held by the present or represented shareholders, approves the amendments to the Company's Articles of Incorporation, as provided in the Annex no. 1, integral part of the resolution.

RESOLUTION NO. 2

Article 1. With the unanimity of votes held by the present or represented shareholders, approves the date of: (i) 19.05.2020 as Registration Date, according to art. 86 (1) of the Law no. 24/2017; (ii) 18.05.2020 as the “ex-date”, according to art. 2 para. 2, letter l) from the Regulation no. 5/2018.

 

RESOLUTION NO. 3

Article 1. With the unanimity of votes held by the present or represented shareholders, approves to empower the Chief Executive Officer of the Company, Mr. Adrian Tanase, respectively the Deputy Chief Executive Officer of the Company, Mr. Marius - Alin Barbu, with the right to delegate the powers to: (i) execute and/or sign, on behalf of the Company and/or of the Company’s shareholders: the resolutions of the present Extraordinary General Meeting of Shareholders, the updated Company's Articles of Incorporation any and all the decisions, documents, applications, forms and requests adopted/prepared in order to or for the execution of the resolutions of the present Extraordinary General Meeting of Shareholders, in relation with any natural or legal person, private or public and to (ii) fulfill all the legal formalities for implementation, registration, publicity, opposability, execution and publishing of the resolutions made and of the updated Company's Articles of Incorporation..

 

Adrian Tanase

CEO

 

 



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